exhibit41.htm


    Exhibit 4.1

    FIRST
AMENDMENT TO RIGHTS AGREEMENT

     

    


     

    FIRST
AMENDMENT, dated as of December 14, 2009, (the “First Amendment”), to
the Rights Agreement, dated as of November 25, 2008 (the “Rights Agreement”),
between SAKS INCORPORATED, a Tennessee corporation (the “Company”), and THE
BANK OF NEW YORK MELLON, a New York banking corporation, as rights agent (the
“Rights
Agent”).  Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to them in the Rights
Agreement.

     

    A.           The
Company and the Rights Agent previously entered into the Rights Agreement for
the purpose of specifying the terms and conditions of the Rights.

     

    B.           Section
27 of the Rights Agreement provides, among other things, that, until such time
as any Person becomes an Acquiring Person, the Company may, and the Rights Agent
shall, if directed by the Company, make any supplement or amendment with respect
to the Rights which the Company may deem necessary or desirable without the
approval of any holders of Rights Certificates, and that upon the delivery of a
certificate from an appropriate officer of the Company which states that such
supplement or amendment is in compliance with the terms of Section 27 of the
Rights Agreement, the Rights Agent shall execute such supplement or
amendment.

     

    C.           No
Person has become an Acquiring Person as of the date hereof.

     

    D.           The
Company and the Rights Agent desire to amend the Rights Agreement as set forth
herein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    E.           The
Company has delivered to the Rights Agent, concurrently with the execution and
delivery of this First Amendment, a certificate from an appropriate officer of
the Company stating that this First Amendment complies with Section 27 of the
Rights Agreement.

     

    Accordingly,
in consideration of the premises and the mutual agreements herein set forth, the
parties hereby agree as follows:

     

    Section
1.  Amendment to Section
7(a)

     

    Section
7(a) of the Rights Agreement is hereby amended and restated to read in its
entirety as follows:

     

    The
registered holder of any Right Certificate may exercise the Rights evidenced
thereby (except as otherwise provided herein), in whole or in part, at any time
after the Distribution Date, upon surrender of the Right Certificate, with the
form of election to purchase on the reverse side thereof duly executed, to the
Rights Agent at the office of the Rights Agent designated for such purpose,
together with payment of the Purchase Price in cash, or by certified check,
cashier’s check or money order payable to the order of the Company for each one
one hundredth of a  Preferred Share as to which the Rights are
exercised, at or prior to the earliest of (i) the Close of Business on December
14, 2009 (the “Final Expiration Date”), (ii) the time at which the Rights are
redeemed as provided in Section 23 hereof (the “Redemption Date”), or (iii) the
time at which such Rights are exchanged as provided in Section 24
hereof.

     

    Section
2.  Amendments to
Exhibits.  The Exhibits to the Rights Agreement shall be deemed
amended and restated to reflect this First Amendment, including all necessary
and conforming changes.

     

    Section
3.  Effectiveness.   This
First Amendment shall be effective upon execution by the parties hereto and,
except as set forth herein, the Rights Agreement shall remain in full force and
effect and shall be otherwise unaffected hereby. Notwithstanding anything to the
contrary herein or in the Rights Agreement, each of the Company and the Rights
Agent hereby 

     

    
      
        
        

      

      
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    acknowledges
and agrees that at 5:00 P.M., New York City time, on the Final Expiration Date
(as amended hereby), the Rights Agreement shall terminate and be of no further
force and effect.

     

    Section
4.  Counterparts.  This
First Amendment may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same
instrument.

     

    Section
5.  Governing
Law.  This First Amendment shall be deemed to be a contract
made under the laws of the State of Tennessee and for all purposes shall be
governed by and construed in accordance with the laws of such state applicable
to contracts to be made and performed entirely within such state; provided,
however, that all provisions regarding the rights, obligations, duties and
immunities of the Rights Agent shall be governed by and construed in accordance
with the laws of the State of New York

     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly
executed and attested, all as of the day and year first above
written.

     

    
      
        	Attest: 	 	 	SAKS
      INCORPORATED	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By	
                /s/
      Ann Robertson

              	 	 	By	
                /s/
      Michael Brizel

              	 
	 	Name: 
      Ann Robertson	 	 	 	Name: 
      Michael Brizel	 
	 	Title: 
      Associate General Counsel	 	 	 	Title: 
      General Counsel	 
	 	 	 	 	 	 


      

    

     

     

    
      	Attest: 	 	 	THE
      BANK OF NEW YORK MELLON,	 
	 	 	 	 as
      Rights Agent	 
	 	 	 	 	 
	 	 	 	 	 
	By	
              /s/
      Jeanette Rocha

            	 	 	By	
              /s/
      Stephen Jones

            	 
	 	Name: 
      Jeanette Rocha	 	 	 	Name: 
      Stephen Jones	 
	 	Title: 
      Relationship Manager	 	 	 	Title: 
      Vice President	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
               

            	 	 	
               

            	 
	
               

            	 	 	
               

            	 


       

       

    

    [Signature
Page to the First Amendment to the Rights Agreement]

    
      
        
        

      

      
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    CERTIFICATE
OF THE CORPORATE SECRETARY

    


    OF

    


    SAKS
INCORPORATED

     

    I, Ann
Robertson, as the Vice President, Associate General Counsel and Corporate
Secretary of Saks Incorporated (the “Corporation”), in my capacity as Corporate
Secretary, do hereby certify that the First Amendment to Rights Agreement to
which this certificate is attached is in compliance with the terms of Section 27
of the Rights Agreement, dated as of November 25, 2008, between the Corporation
and The Bank of New York Mellon, a New York banking corporation, as rights
agent.

     

    


     

    Dated:
December 14, 2009

     

    SAKS
INCORPORATED

    


    


    


    By:   /s/ Ann
Robertson                                                   

    Ann
Robertson

    Corporate
Secretary

    


    
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